-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ge9wb0t0ZzLI9unerYP35tNBpK1EcQQ1S3mxQHimtdpoVV4RcQrAVqRzJOq/msSO 2mya3Thm2L063SWVSATW0w== 0000950123-06-003724.txt : 20060327 0000950123-06-003724.hdr.sgml : 20060327 20060327165938 ACCESSION NUMBER: 0000950123-06-003724 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060327 DATE AS OF CHANGE: 20060327 GROUP MEMBERS: GROUP MEMBERS LISTED IN FILING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56295 FILM NUMBER: 06712479 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 y19007sc13dza.txt AMENDMENT NO. 63 TO SCHEDULE 13D SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ------------------------------ SCHEDULE 13D/A (Rule 13d-101) Amendment No. 63 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Goldman Sachs Group, Inc. ----------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 38141G 10 4 ----------- (CUSIP Number) Kenneth L. Josselyn Beverly L. O'Toole The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telephone: (212) 902-1000 ----------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) March 20, 2006 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) CUSIP NO. 38141G 10 4 13D 1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP As to a group consisting solely of Covered Persons(1) (a) [x] As to a group consisting of persons other than Covered Persons (b) [x] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO and PF (Applies to each person listed on Appendix A.) - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ] ITEM 2(d) OR 2(e) (Applies to each person listed on Appendix A.) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on Appendix A. - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER: SHARES BENEFICIALLY 0 OWNED BY --------------------------------------------------------------- EACH 8. SHARED VOTING POWER (See Item 6) REPORTING (Applies to each person listed on Appendix A.) PERSON WITH 29,835,420 Voting Shares(2) held by Covered Persons 9,245 Shared Ownership Shares held by Covered Persons(3) 19,171,115 Sixty Day Shares held by Covered Persons(4) 2,346,223 Other Shares held by Covered Persons(5) --------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER (See Item 6) As to Voting Shares, less than 1% As to Shared Ownership Shares, Sixty Day Shares and Other Shares, 0 --------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER (See Item 6): As to Voting Shares, 0 As to Shared Ownership Shares, less than 0.01% As to Sixty Day Shares and Other Shares, less than 1%. - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,362,003 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.37% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN as to Covered Persons; CO as to Reporting Entities(1) that are corporations; OO as to Reporting Entities that are trusts - -------------------------------------------------------------------------------- - ---------- 1 For a definition of this term, please see Item 2. 2 For a definition of this term, please see Item 6. 3 "Shared Ownership Shares" are shares of Common Stock (other than Other Shares, as defined below) of which a Covered Person shares beneficial ownership with someone other than the Covered Person's spouse. Each Covered Person disclaims beneficial ownership of Shared Ownership Shares beneficially owned by each other Covered Person. 4 "Sixty Day Shares" are shares of Common Stock deemed to be beneficially owned under Rule 13d-3(d)(1) because a Covered Person has the right to acquire beneficial ownership within 60 days of the date hereof. See Annex D for a description of these shares. Upon acquisition by the Covered Person, these shares will become Voting Shares. Each Covered Person disclaims beneficial ownership of Sixty Day Shares beneficially owned by each other Covered Person. 5 "Other Shares" include: (i) 520,223 shares of Common Stock held by 31 private charitable foundations established by 28 Covered Persons; (ii) 1,825,709 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; and (iii) 291 shares of Common Stock held by the trust underlying The Goldman Sachs Employees' Profit Sharing Retirement Income Plan. Each Covered Person disclaims beneficial ownership of Other Shares beneficially owned by each other Covered Person, and each Covered Person disclaims beneficial ownership of all shares held by any private charitable foundation or any family member of a Covered Person. -2-
ITEM 1 ITEM 6 CITIZENSHIP NAMES OF REPORTING PERSONS (UNITED STATES UNLESS OTHERWISE INDICATED) - -------------------------- ------------------------------------------ Peter C. Aberg Raanan A. Agus Syed H. Ahmad Pakistan Yusuf A. Aliredha Bahrain Philippe J. Altuzarra France John A. Ashdown UK Akio Asuke Japan Neil Z. Auerbach Armen A. Avanessians Dean C. Backer Steven M. Barry Christopher M. Barter Stacy Bash-Polley Jonathan A. Beinner Driss Ben-Brahim Morocco Milton R. Berlinski The Netherlands Frances R. Bermanzohn Paul D. Bernard Stuart N. Bernstein Lloyd C. Blankfein Dorothee Blessing Germany Charles W.A. Bott UK Craig W. Broderick Richard J. Bronks UK Richard M. Campbell-Breeden UK Gerald J. Cardinale Mark M. Carhart Anthony H. Carpet Michael J. Carr Chris Casciato Amy L. Chasen Andrew A. Chisholm Canada Robert J. Christie Jane P. Chwick Kent A. Clark Canada Abby Joseph Cohen Alan M. Cohen Gary D. Cohn Christopher A. Cole Laura C. Conigliaro Thomas G. Connolly Ireland/USA Frank T. Connor Linnea K. Conrad Karen R. Cook UK Edith W. Cooper Thomas W. Cornacchia Henry Cornell E. Gerald Corrigan Claudio Costamagna Italy Frank L. Coulson, Jr. Randolph L. Cowen Brahm S. Cramer Canada Matthew H. Cyzer UK Michael D. Daffey Australia John S. Daly Ireland Stephen D. Daniel Canada Diego De Giorgi Italy Michael G. De Lathauwer Belgium Francois-Xavier de Mallmann France/Switzerland Daniel L. Dees Mark Dehnert James Del Favero Australia Juan A. Del Rivero Spain Martin R. Devenish UK Salvatore Di Stasi Italy Armando A. Diaz Alexander C. Dibelius Germany Simon P. Dingemans UK Joseph P. DiSabato Suzanne O. Donohoe Jay S. Dweck Michael L. Dweck Gordon E. Dyal Isabelle Ealet France Glenn P. Earle UK Kenneth M. Eberts III Paul S. Efron Edward K. Eisler Austria Kathleen G. Elsesser Michael P. Esposito J. Michael Evans Canada Fenglei Fang China Elizabeth C. Fascitelli Steven M. Feldman Stephen C. Fitzgerald Australia Pierre-Henri Flamand France Edward C. Forst Christopher G. French UK Richard A. Friedman Robert K. Frumkes Enrico S. Gaglioti James R. Garvey Ireland Robert R. Gheewalla Gary T. Giglio H. John Gilbertson, Jr. Justin G. Gmelich
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ITEM 1 ITEM 6 CITIZENSHIP NAMES OF REPORTING PERSONS (UNITED STATES UNLESS OTHERWISE INDICATED) - -------------------------- ------------------------------------------ Richard J. Gnodde Ireland/South Africa Jeffrey B. Goldenberg James S. Golob Gregg A. Gonsalves Andrew M. Gordon William M. Grathwohl Stefan Green Australia David J. Greenwald Douglas C. Grip Peter Gross Vishal Gupta India Celeste A. Guth Jana Hale Doty Rumiko Hasegawa Japan A. John Hass Keith L. Hayes UK David B. Heller Robert D. Henderson Bruce A. Heyman Stephen P. Hickey Melina E. Higgins Kenneth W. Hitchner Maykin Ho Margaret J. Holen Peter Hollmann Germany Philip Holzer Germany Robert Howard Zu Liu Frederick Hu China Edith A. Hunt Phillip S. Hylander UK Timothy J. Ingrassia Raymond J. Iwanowski William L. Jacob III Adrian M. Jones Ireland Robert C. Jones Scott B. Kapnick Toshinobu Kasai Japan James C. Katzman Richard L. Kauffman Carsten Kengeter Germany Kevin W. Kennedy Thomas J. Kenny Robert C. King, Jr. Timothy M. Kingston Shigeki Kiritani Japan Remy Klammers France Peter S. Kraus Joseph A. LaNasa III Eric S. Lane Anthony D. Lauto John J. Lauto George C. Lee Gregg R. Lemkau Hughes B. Lepic France Johan Leven Sweden Jack Levy Matthew G. L'Heureux Gwen R. Libstag Mitchell J. Lieberman Ryan D. Limaye Josephine Linden UK Anthony W. Ling UK Robert Litterman Victor M. Lopez-Balboa Antigone Loudiadis UK Peter B. MacDonald UK Mark G. Machin UK John A. Mahoney Charles G. R. Manby UK Robert J. Markwick UK Alison J. Mass John J. Masterson David J. Mastrocola Kathy M. Matsui George N. Mattson Jason E. Maynard Theresa E. McCabe Ian R. McCormick UK Mark E. McGoldrick Stephen J. McGuinness John W. McMahon Audrey A. McNiff Robert A. McTamaney Sanjeev K. Mehra India Michael R. Miele Therese L. Miller Masanori Mochida Japan Philip J. Moffitt Australia Thomas K. Montag William C. Montgomery Wayne L. Moore J. Ronald Morgan III Simon P. Morris UK Jeffrey M. Moslow Sharmin Mossavar-Rahmani UK Donald R. Mullen Marc O. Nachmann Germany
-4-
ITEM 1 ITEM 6 CITIZENSHIP NAMES OF REPORTING PERSONS (UNITED STATES UNLESS OTHERWISE INDICATED) - -------------------------- ------------------------------------------ Jeffrey P. Nedelman Duncan L. Niederauer Suzanne M. Nora Johnson Anthony J. Noto L. Peter O'Hagan Canada Terence J. O'Neill UK Timothy J. O'Neill Richard T. Ong Malaysia Taneki Ono Japan Nigel M. O'Sullivan UK Fumiko Ozawa Japan Robert J. Pace Gregory K. Palm James R. Paradise UK Geoffrey M. Parker Sanjay H. Patel India Henry M. Paulson, Jr. Arthur J. Peponis David B. Philip Stephen R. Pierce Andrea Ponti Italy/USA Ellen R. Porges Richard H. Powers Kevin A. Quinn Jean Raby Canada John J. Rafter Ireland Charlotte P. Ransom UK Joseph Ravitch Jeffrey A. Resnick William M. Roberts John F. W. Rogers Eileen P. Rominger Ivan Ross Stuart M. Rothenberg Paul M. Russo Richard M. Ruzika David C. Ryan Michael D. Ryan Katsunori Sago Japan Pablo J. Salame Ecuador J. Michael Sanders Muneer A. Satter Marcus Schenck Germany Gary B. Schermerhorn Stephen M. Scherr Howard B. Schiller Jeffrey W. Schroeder Eric S. Schwartz Harvey M. Schwartz Steven M. Scopellite Karen D. Seitz Lisa M. Shalett Richard S. Sharp UK David G. Shell Richard G. Sherlund Michael S. Sherwood UK Ravi M. Singh Ravi Sinha India/USA Edward M. Siskind Jeffrey S. Sloan Sarah E. Smith UK Jonathan S. Sobel David M. Solomon Daniel L. Sparks Marc A. Spilker Esta E. Stecher Steven H. Strongin Hsueh J. Sung Taiwan Gene T. Sykes Shahriar Tadjbakhsh Greg W. Tebbe Roland W. Tegeder Germany David H. Tenney Massimo Tononi Italy Mark J. Tracey UK Stephen S. Trevor Byron D. Trott Michael A. Troy Donald J. Truesdale Irene Y. Tse Hong Kong Eiji Ueda Japan Kaysie P. Uniacke Ashok Varadhan Corrado P. Varoli Canada John J. Vaske David A. Viniar David H. Voon John E. Waldron George H. Walker IV David M. Weil Theodor Weimer Germany John S. Weinberg Gregg S. Weinstein George W. Wellde, Jr. Lance N. West Matthew Westerman UK William Wicker Elisha Wiesel
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ITEM 1 ITEM 6 CITIZENSHIP NAMES OF REPORTING PERSONS (UNITED STATES UNLESS OTHERWISE INDICATED) - -------------------------- ------------------------------------------ C. Howard Wietschner Susan A. Willetts Todd A. Williams John S. Willian Kendrick R. Wilson III Jon Winkelried Tracy R. Wolstencroft Jon A. Woodruff W. Thomas York, Jr. Wassim G. Younan Lebanon Paul M. Young William J. Young Paolo Zannoni Italy Yoel Zaoui France Kevin Zhang China
-6- Reporting Entities
ITEM 1 TYPE OF ITEM 6 NAME OF ESTABLISHING NAME OF ENTITY ENTITY PLACE OF COVERED PERSON ORGANIZATION - ------------------------- ----------- -------------- --------------------- Anahue Limited Corporation Jersey Andrew A. Chisholm Bott 2004 Settlement Trust UK Charles W.A. Bott Campbell-Breeden 2004 Trust UK Richard M. Settlement Campbell-Breeden Devenish 2004 Settlement Trust UK Martin R. Devenish Dingemans 2004 Settlement Trust UK Simon P. Dingemans Drayton 2004 Settlement Trust UK Karen R. Cook French 2004 Settlement Trust UK Christopher G. French HJS2 Limited Corporation Cayman Islands Hsueh J. Sung Ling 2004 Settlement Trust UK Anthony W. Ling Manby 2004 Settlement Trust UK Charles G.R. Manby Markwick 2004 Settlement Trust UK Robert J. Markwick O'Neill 2004 Trust Trust UK Terence J. O'Neill Ransom 2004 Settlement Trust UK Charlotte P. Ransom RJG Holding Company Corporation Cayman Islands Richard J. Gnodde Robinelli Limited Corporation Jersey Claudio Costamagna Sharp 2004 Settlement Trust UK Richard S. Sharp Sherwood 2004 Settlement Trust UK Michael S. Sherwood Tracey 2004 Settlement Trust UK Mark J. Tracey Westerman 2004 Settlement Trust UK Matthew Westerman Zurrah Limited Corporation Jersey Yoel Zaoui
-7- This Amendment No. 63 to a Statement on Schedule 13D amends and restates in its entirety such Schedule 13D (as so amended and restated, this "Schedule"). This Amendment No. 63 is being filed primarily because the number of shares of Common Stock (as defined in Item 1 below) beneficially owned by Covered Persons (as defined in Item 2 below) has decreased by an amount in excess of one percent of the total number of shares of Common Stock outstanding. ITEM 1. SECURITY AND ISSUER This Schedule relates to the Common Stock, par value $.01 per share (the "Common Stock"), of The Goldman Sachs Group, Inc. ("GS Inc."), a Delaware corporation. The address of the principal executive offices of GS Inc. is 85 Broad Street, New York, New York 10004. ITEM 2. IDENTITY AND BACKGROUND (a), (b), (c), (f) The cover page to this Schedule and Appendix A hereto contain the names of the individuals ("Covered Persons") who are parties to a Shareholders' Agreement, dated as of May 7, 1999 and amended and restated as of June 22, 2004 (as amended from time to time, the "Shareholders' Agreement"). This filing is being made on behalf of all of the Covered Persons, and their agreement that this filing may be so made is contained in the Shareholders' Agreement. Appendix A hereto also provides the citizenship of each Covered Person. Each Covered Person is a Participating Managing Director (as defined in Item 6 below) employed by GS Inc. or one of its affiliates. GS Inc. is a global investment banking and securities firm. The business address of each Covered Person for purposes of this Schedule is 85 Broad Street, New York, New York 10004. Each entity listed on Appendix A under "Reporting Entities" (each a "Reporting Entity") is a trust or corporation created by or for a Covered Person for estate planning purposes. Each Reporting Entity is controlled by a Covered Person. The name, citizenship, business address and present principal occupation or employment of each of the directors and executive officers of each Reporting Entity that is a corporation (other than the Covered Person that established the Reporting Entity) are set forth in Annex A hereto. The business address of each Reporting Entity for purposes of this Schedule is: (i) in the case of entities organized in Jersey or under the laws of the United Kingdom, 26 New Street, St. Helier, Jersey, JE2 3RA; and (ii) in the case of entities organized in the Cayman Islands, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. (d), (e) Except as described in Annex A or Annex B, during the last five years no Covered Person and, to the best knowledge of the Covered Persons, no executive officer or director of a Reporting Entity, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction resulting in such Covered Person or executive officer or director being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Covered Persons have acquired and will acquire shares of Common Stock in the following manners: (i) the former profit participating limited partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.") (the "IPO PMDs") acquired certain shares of Common Stock in exchange for their interests in Group L.P. and certain of its affiliates and investee corporations; (ii) the former owners (the "Hull Covered Persons") of Hull and Associates, L.L.C. ("Hull") and the former members (the "SLK Covered Persons" and, together with the Hull Covered Persons, the "Acquisition Covered Persons") of SLK LLC acquired certain shares of Common Stock in exchange for their interests in Hull or SLK LLC, as applicable; and (iii) certain Covered Persons have acquired and will acquire beneficial ownership of certain shares of Common Stock in connection with GS Inc.'s initial public offering and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans. The Reporting Entities have acquired and may in the future acquire beneficial ownership of shares of Common Stock as contributions or gifts made by Covered Persons. -8- Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Such Common Stock may be acquired with personal funds of or funds borrowed by such Covered Person. ITEM 4. PURPOSE OF TRANSACTIONS The Covered Persons, other than the Acquisition Covered Persons, acquired certain shares of Common Stock in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public offering and/or through certain employee compensation, benefit or similar plans of GS Inc. The Acquisition Covered Persons acquired certain shares of Common Stock in connection with the acquisition by GS Inc. of Hull or the combination of GS Inc. with SLK LLC, as applicable, and through certain employee compensation, benefit or similar plans of GS Inc. The Reporting Entities acquired shares of Common Stock as contributions or gifts made by Covered Persons. Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Except as described herein and in Annex C and except for the acquisition by Covered Persons or their Reporting Entities of Common Stock pursuant to employee compensation, benefit or similar plans of GS Inc. in the future or as described above, none of the Covered Persons has any plans or proposals which relate to or would result in the acquisition of additional Common Stock by them or their Reporting Entities or any of the other events described in Item 4(a) through 4(j). Each Covered Person is expected to evaluate on an ongoing basis GS Inc.'s financial condition and prospects and his or her interests in and with respect to GS Inc. Accordingly, each Covered Person may change his or her plans and intentions at any time and from time to time. In particular, each Covered Person or Reporting Entity may at any time and from time to time acquire or dispose of shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Rows (11) and (13) of the cover page to this Schedule and Appendix A are hereby incorporated by reference. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. Except as described in Annex D, none of the shares of Common Stock reported in rows (11) and (13) of the cover page to this Schedule and Appendix A are shares as to which there is a right to acquire exercisable within 60 days. (b) Rows (7) through (10) of the cover page to this Schedule set forth for each Covered Person and Reporting Entity: the percentage range of Voting Shares, Shared Ownership Shares, Sixty Day Shares and Other Shares (each as defined on the cover page hereof) as to which there is sole power to vote or direct the vote or to dispose or direct the disposition or shared power to vote or direct the vote or to dispose or direct the disposition. The power to vote Voting Shares by Covered Persons is shared with each other Covered Person, as described below in response to Item 6. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. (c) Except as described in Annex E or previously reported on Schedule 13D, no Covered Person or Reporting Entity has effected any transactions in Common Stock in the past 60 days. (d), (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Each Covered Person listed on the cover page to this Schedule and Appendix A hereto is a party to the Shareholders' Agreement. The Shareholders' Agreement and forms of the Counterparts to the Shareholders' Agreement are filed as Exhibits to this Schedule and the following summary of the terms of the Shareholders' Agreement is qualified in its entirety by reference thereto. The Shareholders' Agreement was amended and restated effective as of the close of business on June 22, 2004. References to the "board of directors" are to the board of directors of The Goldman Sachs Group, Inc. -9- The Covered Persons under the Shareholders' Agreement include all Managing Directors of GS Inc. who participate in the GS Inc. Partner Compensation Plan or Restricted Partner Compensation Plan (each as defined in the Shareholders' Agreement) or any other employee benefit plan specified by the Shareholders' Committee (the "Participating Managing Directors"). The "Voting Shares" include all of the shares of Common Stock of which a Covered Person is the sole beneficial owner (excluding shares of Common Stock held by the trust underlying The Goldman Sachs Employees' Profit Sharing Retirement Income Plan) and the shares of Common Stock held by the trust underlying a Goldman Sachs Compensation Plan (as defined in the Shareholders' Agreement) and allocated to a Covered Person. The interest of a spouse or domestic partner in a joint account, an economic interest of GS Inc. as pledgee, and the interest of certain persons in the Reporting Entities will be disregarded for the purposes of determining whether a Covered Person is the sole beneficial owner of shares of Common Stock. TRANSFER RESTRICTIONS Each Covered Person has agreed in the Shareholders' Agreement, among other things, to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 25% of such Covered Person's Covered Shares (as defined below) (the "General Transfer Restrictions"). In addition, certain senior officers designated by the Shareholders' Committee have each agreed to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 75% of such Covered Person's Covered Shares (the "Special Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions"). The same shares may be used to satisfy both the Special Transfer Restrictions and the General Transfer Restrictions. The Transfer Restrictions applicable to a Covered Person terminate upon the death of the Covered Person. Any shares beneficially owned by a Covered Person through a Reporting Entity may be deemed to count toward the satisfaction of the Transfer Restrictions. For these purposes, "Covered Shares," with respect to a Covered Person, will be recalculated each time the Covered Person receives Common Stock underlying an award of restricted stock units, becomes vested in an award under The Goldman Sachs Defined Contribution Plan with respect to fiscal 1999 or 2000, exercises a stock option (not including, in each case, awards in connection with GS Inc.'s initial public offering) or receives an award of restricted stock. The calculation of Covered Shares will include the gross number of shares underlying such restricted stock units, Defined Contribution Plan awards or stock options or the gross number of shares of restricted stock, in each case less (i) a number of shares determined by reference to tax rates specified by the Shareholders' Committee and (ii) the number of shares necessary to cover the option exercise price, if applicable (all as calculated pursuant to a formula set out in the Shareholders' Agreement). The calculation of Covered Shares will only take into account awards that occurred after the Covered Person became a Participating Managing Director. WAIVERS The Shareholders' Committee, described below under "Information Regarding the Shareholders' Committee," has the power to waive the Transfer Restrictions to permit Covered Persons to: participate as sellers in underwritten public offerings of, and stock repurchase programs and tender and exchange offers by GS Inc. for, Common Stock; transfer Common Stock to charities, including charitable foundations; transfer Common Stock held in employee benefit plans; and transfer Common Stock in particular situations (such as transfers to family members, partnerships or trusts), but not generally. In the case of a third-party tender or exchange offer, the Transfer Restrictions may be waived or terminated: if the board of directors is recommending acceptance or is not making any recommendation with respect to acceptance of the tender or exchange offer, by a majority of the outstanding Covered Shares; or if the board of directors is recommending rejection of the tender or exchange offer, by 66 2/3% of the outstanding Covered Shares. In the case of a tender or exchange offer by GS Inc., a majority of the outstanding Covered Shares may also waive or terminate the Transfer Restrictions. -10- VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of substantially all Voting Shares on each matter upon which a vote of the shareholders is proposed to be taken (the "Preliminary Vote"). Each Voting Share will be voted in accordance with the majority of the votes cast by the Voting Shares in the Preliminary Vote. In elections of directors, each Voting Share will be voted in favor of the election of those persons, equal in number to the number of such positions to be filled, receiving the highest numbers of votes cast by the Voting Shares in the Preliminary Vote. OTHER RESTRICTIONS The Shareholders' Agreement also prohibits Covered Persons from engaging in certain activities relating to any securities of GS Inc. with any person who is not a Covered Person or a director, officer or employee of GS Inc. ("Restricted Persons"). Among other things, a Covered Person may not: participate in a proxy solicitation to or with a Restricted Person; deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any voting agreement or arrangement that includes any Restricted Person; form, join or in any way participate in a "group" with any Restricted Person; or together with any Restricted Person, propose certain transactions with GS Inc. or seek the removal of any directors of GS Inc. or any change in the composition of the board of directors. TERM, AMENDMENT AND CONTINUATION The Shareholders' Agreement is to continue in effect until the earlier of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the outstanding Covered Shares. The Shareholders' Agreement may generally be amended at any time by a majority of the outstanding Covered Shares. Unless otherwise terminated, in the event of any transaction in which a third party succeeds to the business of GS Inc. and in which Covered Persons hold securities of the third party, the Shareholders' Agreement will remain in full force and effect as to the securities of the third party, and the third party shall succeed to the rights and obligations of GS Inc. under the Shareholders' Agreement. INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE The Shareholders' Committee constituted pursuant to the Shareholders' Agreement (the "Shareholders' Committee") shall at any time consist of each of those individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee. If there are less than three individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee, the Shareholders' Committee shall consist of each such individual plus such additional individuals who are Covered Persons and who are selected pursuant to procedures established by the Shareholders' Committee as shall assure a Shareholders' Committee of not less than three members who are Covered Persons. Currently, Henry M. Paulson, Jr., Suzanne M. Nora Johnson and Lloyd C. Blankfein are the members of the Shareholders' Committee. EMPLOYEE BENEFIT PLAN TRANSFER RESTRICTIONS Shares of Common Stock delivered to Covered Persons pursuant to certain GS Inc. employee compensation plans and arrangements are subject to restrictions on transfer. These restrictions lapse at various times depending on the terms of the grant or award. PLEDGE AGREEMENTS Certain Covered Persons have pledged in the aggregate 1,419,847 shares of Common Stock to banks as collateral for loans. A portion of these pledged shares may be sold from time to time with the consent of the third-party lending institution. -11- REGISTRATION RIGHTS INSTRUMENT FOR CHARITABLE DONATIONS In connection with the donations of shares of Common Stock by certain Covered Persons to certain charitable organizations on December 13, 1999, December 22, 2000, December 26, 2001, January 9, 2002, December 23, 2002, January 8, 2003, December 22, 2003 and January 8, 2004, GS Inc. entered into a Registration Rights Instrument and five substantially similar Supplemental Registration Rights Instruments (the "Charitable Supplements"). The following is a description of the Registration Rights Instrument, as supplemented by the Charitable Supplements. The Registration Rights Instrument and the Charitable Supplements are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. Pursuant to the Registration Rights Instrument and the Charitable Supplements, GS Inc. has agreed to register the donated shares of Common Stock for resale by charitable foundations and public charities. GS Inc. has agreed in the Registration Rights Instrument and the Charitable Supplements to pay all of the fees and expenses relating to the offering by the charitable organizations, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the charitable organizations in connection with their resales. GS Inc. also has agreed to indemnify the charitable organizations against certain liabilities, including those arising under the Securities Act. GS Inc. may amend the Registration Rights Instrument and the Charitable Supplements in any manner that it deems appropriate, without the consent of any charitable organization. However, GS Inc. may not make any amendment that would cause the shares of Common Stock to fail to be "qualified appreciated stock" within the meaning of Section 170 of the Internal Revenue Code. In addition, GS Inc. may not make any amendment that would materially and adversely affect the rights of any charitable organization without the consent of a majority of the materially and adversely affected charitable organizations. REGISTRATION RIGHTS INSTRUMENT FOR FORMER EMPLOYEE MANAGING DIRECTORS In connection with the sale by certain Covered Persons (the "Former Employee Managing Directors") of shares of Common Stock acquired from GS Inc. pursuant to the terms of restricted stock units, GS Inc. entered into a Supplemental Registration Rights Instrument (the "EMD Supplement"), which supplements the Registration Rights Instrument referred to above. The following is a description of the Registration Rights Instrument, as supplemented by the EMD Supplement. The Registration Rights Instrument and the EMD Supplement are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. Pursuant to the Registration Rights Instrument and the EMD Supplement, GS Inc. has agreed to pay all of the fees and expenses relating to the registered offering of shares of Common Stock held by the Former Employee Managing Directors, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the Former Employee Managing Directors in connection with the sales. GS Inc. also has agreed to indemnify the Former Employee Managing Directors against certain liabilities, including those arising under the Securities Act. DERIVATIVE INSTRUMENTS Certain Covered Persons have entered into derivative transactions with regard to shares of Common Stock as described in Annex F. -12- MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description - ------- ----------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). C. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). D. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)). F. Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)). G. Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)). H. Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.). I. Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.). J. Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)). K. Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.). L. Amended and Restated Shareholders' Agreement, effective as of the close of business on June 22, 2004 (incorporated by reference to Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June 22, 2004 (File No. 005-56295)).
-13- ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE REPORTING ENTITIES.
CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF PRESENT LAWS WITHIN THE THE GOLDMAN NAME CITIZENSHIP BUSINESS ADDRESS EMPLOYMENT LAST FIVE YEARS SACHS GROUP, INC. - --------------------- ----------- ------------------- ------------------ ---------------- ------------------ Steven M. Bunson USA 85 Broad Street Managing Director, None Less than 1% of New York, NY The Goldman Sachs the outstanding 10004 Group, Inc. shares of Common Stock. Russell E. Makowsky USA 85 Broad Street Managing Director, None Less than 1% of New York, NY The Goldman Sachs the outstanding 10004 Group, Inc. shares of Common Stock. Michael H. Richardson UK 26 New Street, Partner, None None St. Helier, Jersey, Bedell Cristin JE4 3RA Anthony J. Dessain UK 26 New Street, Partner, None None St. Helier, Jersey, Bedell Cristin JE4 3RA
-14- ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS. None. -15- ANNEX C ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS OR REPORTING ENTITIES. None. -16- ANNEX D ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS. An aggregate of 19,171,115 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options, all of which have vested and are exercisable. The share amount given above includes the gross number of shares of Common Stock underlying these options, and is included in the aggregate number of shares beneficially owned by the Covered Persons under Rule 13d-3(d)(1) because the options represent a right to acquire beneficial ownership within 60 days of the date hereof. Upon delivery of the shares upon the exercise of stock options, a net amount of shares will be actually delivered to the Covered Person, with some shares withheld for tax payments, to fund the option strike price or for other reasons. The net shares delivered to the Covered Person will continue to be included in aggregate number of shares beneficially owned by the Covered Persons. The withheld shares will cease to be beneficially owned by any Covered Person, and will no longer be included in the aggregate number of shares beneficially owned by Covered Persons. Prior to delivery, the shares are included in Sixty Day Shares because the Covered Persons do not have the right to vote the shares. Upon delivery, the shares become Voting Shares. -17- ANNEX E ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS OR REPORTING ENTITIES IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D. The following sales of Voting Shares were made by the following Covered Persons or Reporting Entities through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ---------- ------ ------------ Stuart N. Bernstein January 10, 2006 500 131.41 Stuart N. Bernstein January 10, 2006 500 132.00 Richard M. Campbell-Breeden January 10, 2006 1,110 131.26 Robert J. Christie January 10, 2006 2,500 131.74 Christopher A. Cole January 10, 2006 7,896 132.60 Laura C. Conigliaro January 10, 2006 2,000 131.85 Claudio Costamagna January 10, 2006 1,127 130.05 Claudio Costamagna January 10, 2006 2,174 130.11 Randolph L. Cowen January 10, 2006 5,000 132.31 John S. Daly January 10, 2006 500 132.16 Michael G. De Lathauwer January 10, 2006 2,000 132.00 Alexander C. Dibelius January 10, 2006 7,600 132.09 HJS2 Limited January 10, 2006 10,000 131.00 HJS2 Limited January 10, 2006 10,000 132.00 Maykin Ho January 10, 2006 2,609 131.80 Philip S. Hylander January 10, 2006 900 131.80 Philip S. Hylander January 10, 2006 1,000 131.85 Philip S. Hylander January 10, 2006 3,400 131.84 Philip S. Hylander January 10, 2006 4,700 131.83 Joseph A. LaNasa III January 10, 2006 500 132.54 Sanjeev K. Mehra January 10, 2006 2,111 131.79 Jean Raby January 10, 2006 700 132.03 Paul M. Russo January 10, 2006 1,000 131.45 Ravi M. Singh January 10, 2006 153 131.92 Ravi M. Singh January 10, 2006 1,000 132.04 Jonathan S. Sobel January 10, 2006 9,331 131.70 Daniel L. Sparks January 10, 2006 408 132.00 Gene T. Sykes January 10, 2006 20,000 130.39 John S. Weinberg January 10, 2006 25,000 132.00 Elisha Wiesel January 10, 2006 285 131.66 Jon Winkelried January 10, 2006 6,015 131.41 W. Thomas York, Jr. January 10, 2006 4,500 131.45 Neil Z. Auerbach January 11, 2006 400 132.00 Stuart N. Bernstein January 11, 2006 500 133.22 Laura C. Conigliaro January 11, 2006 7,500 133.45 Michael P. Esposito January 11, 2006 1,423 132.50 Christopher G. French January 11, 2006 50,000 133.05 H. John Gilbertson, Jr. January 11, 2006 2,781 131.75 Jeffrey B. Goldenberg January 11, 2006 2,500 133.55 HJS2 Limited January 11, 2006 10,000 133.00 Anthony D. Lauto January 11, 2006 35,000 131.72 John A. Mahoney January 11, 2006 3,662 131.45 David J. Mastrocola January 11, 2006 5,000 133.04 Kathy M. Matsui January 11, 2006 1,318 131.45 David B. Philip January 11, 2006 1,226 132.94
-18-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ---------- ------ ------------ William M. Roberts January 11, 2006 3,505 132.59 Lisa M. Shalett January 11, 2006 503 132.87 Corrado P. Varoli January 11, 2006 2,174 132.77 Robert J. Christie January 12, 2006 500 133.00 Thomas W. Cornacchia January 12, 2006 15,525 133.02 Matthew H. Cyzer January 12, 2006 398 132.63 Matthew H. Cyzer January 12, 2006 2,700 132.50 Pierre-Henri Flamand January 12, 2006 3,000 132.83 James S. Golob January 12, 2006 618 132.78 James S. Golob January 12, 2006 1,555 132.74 Celeste A. Guth January 12, 2006 251 132.79 Stephen P. Hickey January 12, 2006 4,152 131.51 Josephine Linden January 12, 2006 2,500 131.40 Antigone Loudiadis January 12, 2006 5,000 132.78 Mark E. McGoldrick January 12, 2006 15,434 132.74 Robert J. Pace January 12, 2006 2,002 131.70 David M. Solomon January 12, 2006 10,000 132.68 Shahriar Tadjbakhsh January 12, 2006 3,165 133.00 Eiji Ueda January 12, 2006 2,033 132.00 Matthew C. Westerman January 12, 2006 777 133.19 W. Thomas York, Jr. January 12, 2006 2,000 133.10 Yoel Zaoui January 12, 2006 1,149 132.58 Yoel Zaoui January 12, 2006 3,196 132.58 Steven M. Barry January 13, 2006 203 133.51 Stuart N. Bernstein January 13, 2006 500 133.00 Peter S. Kraus January 13, 2006 7,348 133.00 Gwen R. Libstag January 13, 2006 1,226 132.97 Josephine Linden January 13, 2006 2,500 132.02 David J. Mastrocola January 13, 2006 2,500 133.50 Sharmin Mossavar-Rahmani January 13, 2006 10,000 132.73 Anthony J. Noto January 13, 2006 767 132.76 Shahriar Tadjbakhsh January 13, 2006 3,166 133.12 Paul M. Young January 13, 2006 211 132.77 Driss Ben Brahim January 17, 2006 443 131.45 Driss Ben Brahim January 17, 2006 716 131.39 Driss Ben Brahim January 17, 2006 896 131.66 Driss Ben Brahim January 17, 2006 1,657 131.45 Driss Ben Brahim January 17, 2006 2,684 131.39 Driss Ben Brahim January 17, 2006 4,600 131.67 Stephen D. Daniel January 17, 2006 457 132.90 Jana Doty January 17, 2006 389 132.84 Jeffrey B. Goldenberg January 17, 2006 5,000 133.00 Philip S. Hylander January 17, 2006 100 131.60 Philip S. Hylander January 17, 2006 100 131.61 Philip S. Hylander January 17, 2006 100 131.65 Philip S. Hylander January 17, 2006 100 131.70 Philip S. Hylander January 17, 2006 100 131.73 Philip S. Hylander January 17, 2006 100 131.75 Philip S. Hylander January 17, 2006 100 131.80 Philip S. Hylander January 17, 2006 100 131.81 Philip S. Hylander January 17, 2006 100 131.85 Philip S. Hylander January 17, 2006 100 131.86 Philip S. Hylander January 17, 2006 100 131.93 Philip S. Hylander January 17, 2006 100 132.07
-19-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ---------- ------ ------------ Philip S. Hylander January 17, 2006 100 132.17 Philip S. Hylander January 17, 2006 100 132.22 Philip S. Hylander January 17, 2006 100 132.23 Philip S. Hylander January 17, 2006 100 132.25 Philip S. Hylander January 17, 2006 100 132.43 Philip S. Hylander January 17, 2006 100 132.49 Philip S. Hylander January 17, 2006 100 132.51 Philip S. Hylander January 17, 2006 100 132.53 Philip S. Hylander January 17, 2006 100 132.61 Philip S. Hylander January 17, 2006 100 132.65 Philip S. Hylander January 17, 2006 100 132.67 Philip S. Hylander January 17, 2006 100 132.68 Philip S. Hylander January 17, 2006 100 132.75 Philip S. Hylander January 17, 2006 100 132.77 Philip S. Hylander January 17, 2006 100 132.80 Philip S. Hylander January 17, 2006 100 132.83 Philip S. Hylander January 17, 2006 100 132.88 Philip S. Hylander January 17, 2006 100 132.93 Philip S. Hylander January 17, 2006 100 132.95 Philip S. Hylander January 17, 2006 100 132.98 Philip S. Hylander January 17, 2006 100 133.08 Philip S. Hylander January 17, 2006 200 131.74 Philip S. Hylander January 17, 2006 200 131.82 Philip S. Hylander January 17, 2006 200 131.87 Philip S. Hylander January 17, 2006 200 131.89 Philip S. Hylander January 17, 2006 200 131.96 Philip S. Hylander January 17, 2006 200 132.59 Philip S. Hylander January 17, 2006 200 132.90 Philip S. Hylander January 17, 2006 200 132.94 Philip S. Hylander January 17, 2006 200 132.96 Philip S. Hylander January 17, 2006 300 131.84 Philip S. Hylander January 17, 2006 300 132.85 Philip S. Hylander January 17, 2006 300 132.91 John W. McMahon January 17, 2006 2,000 132.05 Jean Raby January 17, 2006 500 131.82 Jean Raby January 17, 2006 1,000 130.65 Marcus Schenck January 17, 2006 651 130.65 Eiji Ueda January 17, 2006 700 130.65 George W. Wellde, Jr. January 17, 2006 19,679 132.71 William M. Wicker January 17, 2006 3,287 131.57 Neil Z. Auerbach January 18, 2006 343 132.21 Stuart N. Bernstein January 18, 2006 500 132.25 Stuart N. Bernstein January 18, 2006 500 132.30 Randolph L. Cowen January 18, 2006 15,000 131.50 Daniel L. Dees January 18, 2006 377 132.20 Isabelle Ealet January 18, 2006 1,000 132.06 Isabelle Ealet January 18, 2006 1,000 132.19 Isabelle Ealet January 18, 2006 1,500 132.40 Stefan Green January 18, 2006 6,800 132.16 Adrian M. Jones January 18, 2006 2,000 131.31 Johan Leven January 18, 2006 493 131.06 Sharmin Mossavar-Rahmani January 18, 2006 10,000 132.30 Nigel M. O'Sullivan January 18, 2006 100 132.33 Nigel M. O'Sullivan January 18, 2006 492 132.34
-20-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ---------- ------ ------------ Jeffrey A. Resnick January 18, 2006 200 132.50 Jeffrey A. Resnick January 18, 2006 300 132.50 Jeffrey A. Resnick January 18, 2006 548 131.75 Paul M. Russo January 18, 2006 750 132.18 Katsunori Sago January 18, 2006 2,000 131.79 Katsunori Sago January 18, 2006 2,000 132.29 Peter C. Aberg January 19, 2006 9,500 120.00 Robert J. Christie January 19, 2006 1,150 134.30 Jane P. Chwick January 19, 2006 109 134.53 Christopher A. Cole January 19, 2006 3,500 130.00 Laura C. Conigliaro January 19, 2006 3,700 134.50 Frank L. Coulson, Jr. January 19, 2006 3,410 133.95 John S. Daly January 19, 2006 1,000 133.91 Michael G. De Lathauwer January 19, 2006 2,000 134.51 Salvatore Di Stasi January 19, 2006 3,469 133.82 Alexander C. Dibelius January 19, 2006 5,000 133.93 Isabelle Ealet January 19, 2006 300 134.01 Isabelle Ealet January 19, 2006 400 134.01 Isabelle Ealet January 19, 2006 600 134.00 Isabelle Ealet January 19, 2006 700 134.00 Isabelle Ealet January 19, 2006 1,000 133.94 Robert R. Gheewalla January 19, 2006 905 133.80 Vishal Gupta January 19, 2006 3,596 133.50 Toshinobu Kasai January 19, 2006 1,551 132.72 Thomas J. Kenny January 19, 2006 1,000 134.21 John A. Mahoney January 19, 2006 3,000 134.00 David J. Mastrocola January 19, 2006 5,000 134.00 Jeffrey M. Moslow January 19, 2006 2,692 133.77 Charlotte P. Ransom January 19, 2006 1,855 134.62 Jeffrey A. Resnick January 19, 2006 500 134.62 Michael D. Ryan January 19, 2006 6,497 133.97 Michael D. Ryan January 19, 2006 20,000 115.00 Gary B. Schermerhorn January 19, 2006 1,534 133.16 Howard B. Schiller January 19, 2006 10,000 133.87 Richard S. Sharp January 19, 2006 20,000 134.00 Richard S. Sharp January 19, 2006 20,000 134.70 Richard S. Sharp January 19, 2006 41,330 133.89 Edward M. Siskind January 19, 2006 4,100 115.00 Edward M. Siskind January 19, 2006 10,000 115.00 David M. Solomon January 19, 2006 7,286 134.00 Gene T. Sykes January 19, 2006 15,000 133.99 Shahriar Tadjbakhsh January 19, 2006 3,000 134.33 David A. Viniar January 19, 2006 20,000 134.60 John S. Weinberg January 19, 2006 25,000 134.00 Christopher M. Barter January 20, 2006 215 133.42 Henry Cornell January 20, 2006 17,407 133.00 Isabelle Ealet January 20, 2006 1,000 133.90 Pierre-Henri Flamand January 20, 2006 3,000 133.00 Peter Hollmann January 20, 2006 600 132.83 Philip S. Hylander January 20, 2006 100 132.72 Philip S. Hylander January 20, 2006 100 133.11 Philip S. Hylander January 20, 2006 100 133.14 Philip S. Hylander January 20, 2006 100 133.19 Philip S. Hylander January 20, 2006 100 133.30
-21-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ---------- ------ ------------ Philip S. Hylander January 20, 2006 100 133.72 Philip S. Hylander January 20, 2006 100 133.76 Philip S. Hylander January 20, 2006 100 133.82 Philip S. Hylander January 20, 2006 100 133.86 Philip S. Hylander January 20, 2006 100 133.88 Philip S. Hylander January 20, 2006 100 134.00 Philip S. Hylander January 20, 2006 200 133.10 Philip S. Hylander January 20, 2006 1,500 132.76 Philip S. Hylander January 20, 2006 1,600 132.80 Philip S. Hylander January 20, 2006 1,680 132.85 Timothy J. Ingrassia January 20, 2006 14,400 132.72 Shigeki Kiritani January 20, 2006 2,516 132.11 Robert B. Litterman January 20, 2006 3,110 132.60 Alison J. Mass January 20, 2006 4,000 132.64 Andrea Ponti January 20, 2006 155 133.26 Andrea Ponti January 20, 2006 217 133.17 Jeffrey A. Resnick January 20, 2006 100 132.06 Jeffrey A. Resnick January 20, 2006 400 132.05 Paul M. Russo January 20, 2006 576 132.99 Esta E. Stecher January 20, 2006 60,000 134.00 David M. Weil January 20, 2006 2,042 133.89 C. Howard Wietschner January 20, 2006 165 132.57 Mark F. Dehnert February 17, 2006 4,400 135.00 Mark F. Dehnert February 17, 2006 4,400 140.00 Christopher A. Cole March 15, 2006 2,000 148.99 E. Gerald Corrigan March 15, 2006 15,000 148.05 Frank L. Coulson, Jr. March 15, 2006 10,000 149.20 Randolph L. Cowen March 15, 2006 13,500 148.18 Matthew H. Cyzer March 15, 2006 1,500 149.00 Michael G. De Lathauwer March 15, 2006 2,000 149.00 Christopher G. French March 15, 2006 26,823 148.16 Justin G. Gmelich March 15, 2006 1,523 148.00 Adrian M. Jones March 15, 2006 4,000 148.10 Thomas J. Kenny March 15, 2006 1,733 148.10 John A. Mahoney March 15, 2006 1,872 148.05 Jeffrey A. Resnick March 15, 2006 100 148.90 Jeffrey A. Resnick March 15, 2006 100 148.90 Jeffrey A. Resnick March 15, 2006 300 148.90 Michael D. Ryan March 15, 2006 5,000 149.00 Howard B. Schiller March 15, 2006 10,000 149.01 Michael S. Sherwood March 15, 2006 87,318 148.32 Roland W. Tegeder March 15, 2006 1,000 148.10 Joseph P. DiSabato March 16, 2006 345 149.13 HJS2 Limited March 16, 2006 5,000 149.00 Michael D. Ryan March 16, 2006 10,000 148.75 Jeffrey W. Schroeder March 16, 2006 1,434 149.00 Jeffrey S. Sloan March 16, 2006 1,000 148.94 Roland W. Tegeder March 16, 2006 1,500 149.00 Frank L. Coulson, Jr. March 17, 2006 10,000 149.35 John S. Daly March 17, 2006 1,500 150.82 Richard A. Friedman March 17, 2006 50,000 151.12 Stuart M. Rothenberg March 17, 2006 20,000 150.71 Michael D. Ryan March 17, 2006 5,000 150.00 Steve M. Scopellite March 17, 2006 562 149.75
-22-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ---------- ------ ------------ Jeffrey S. Sloan March 17, 2006 1,000 150.00 David M. Solomon March 17, 2006 10,000 151.30 Gene T. Sykes March 17, 2006 15,000 149.41 George H. Walker March 17, 2006 12,500 150.83 Alexander C. Dibelius March 20, 2006 20,000 149.83 J. Michael Evans March 20, 2006 200,000 151.53 Robert Howard March 20, 2006 346 151.76 Kevin W. Kennedy March 20, 2006 25,000 151.00 Richard S. Sharp March 20, 2006 140,758 150.94 Massimo Tononi March 20, 2006 200 151.01 Massimo Tononi March 20, 2006 200 151.10 Massimo Tononi March 20, 2006 200 151.15 Massimo Tononi March 20, 2006 300 151.04 Massimo Tononi March 20, 2006 400 150.91 Massimo Tononi March 20, 2006 500 151.11 Massimo Tononi March 20, 2006 600 151.02 Massimo Tononi March 20, 2006 600 151.09 Massimo Tononi March 20, 2006 900 150.93 Massimo Tononi March 20, 2006 1,000 150.85 Massimo Tononi March 20, 2006 1,000 150.95 Massimo Tononi March 20, 2006 1,000 150.98 Massimo Tononi March 20, 2006 1,000 151.03 Massimo Tononi March 20, 2006 1,100 150.88 Massimo Tononi March 20, 2006 1,200 151.00 Massimo Tononi March 20, 2006 1,300 151.14 Massimo Tononi March 20, 2006 1,400 151.05 Massimo Tononi March 20, 2006 1,498 150.92 Massimo Tononi March 20, 2006 1,500 151.07 Massimo Tononi March 20, 2006 1,600 150.87 Massimo Tononi March 20, 2006 1,800 150.96 Massimo Tononi March 20, 2006 1,800 151.08 Massimo Tononi March 20, 2006 3,700 151.13 Massimo Tononi March 20, 2006 5,600 150.97 Massimo Tononi March 20, 2006 7,100 150.94 Massimo Tononi March 20, 2006 9,500 150.90 Massimo Tononi March 20, 2006 10,500 150.80 John J. Vaske March 20, 2006 962 151.79
The following purchases of Voting Shares were made by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ---------- ------ ------------ Remy Klammers January 10, 2006 50 131.83 Harvey M. Schwartz January 10, 2006 1,733 130.05 Matthew C. Westerman January 12, 2006 1 133.12 John A. Mahoney January 18, 2006 270 131.73 Stephen S. Trevor January 18, 2006 612 132.54 Yoel Zaoui January 18, 2006 2,809 132.44 Yoel Zaoui January 18, 2006 3,617 132.44 Stacy Bash-Polley January 19, 2006 1,324 134.48 Juan A. Del Rivero January 19, 2006 394 133.70 Yusuf A. Aliredha January 20, 2006 1,978 132.97 Neil Z. Auerbach January 20, 2006 1,136 133.01
-23-
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ---------- ------ ------------ Vishal Gupta January 20, 2006 1,098 132.63 Mark E. McGoldrick January 20, 2006 6,011 131.45 Paolo Zannoni January 20, 2006 15 133.48 Paolo Zannoni January 20, 2006 512 133.48 Neil Z. Auerbach March 15, 2006 280 148.15 John J. Lauto March 15, 2006 176 148.10 John A. Mahoney March 15, 2006 1,358 148.98 J. Ronald Morgan III March 15, 2006 264 148.38 Michael A. Troy March 15, 2006 2,721 148.36 Neil Z. Auerbach March 16, 2006 224 148.40 David B. Philip March 16, 2006 417 147.81 Neil Z. Auerbach March 17, 2006 341 150.41 Michael P. Esposito March 20, 2006 1,137 150.97 Robert R. Gheewalla March 20, 2006 162 151.50 John J. Lauto March 20, 2006 60 149.83
The following sales of Other Shares were made by family members of the following Covered Persons or by estate planning entities (which are not Reporting Entities) established by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE (IN $) - -------------- ---------- ------ ------------ Jon A. Woodruff January 11, 2006 344 132.61 J. Michael Sanders January 11, 2006 2,216 132.95 Ryan D. Limaye January 18, 2006 311 131.06 Laura C. Conigliaro February 1, 2006 1,765 141.73 E. Gerald Corrigan March 15, 2006 2,850 148.22 E. Gerald Corrigan March 15, 2006 2,850 148.38
The following cashless exercises of stock options were effected by the following Covered Persons, with the indicated number of underlying shares sold through an affiliate of Mellon Investor Services LLC for cash on the New York Stock Exchange:
STRIKE SALES NUMBER NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - --------------------------- ---------------- --------- ------ ------ --------- --------- Charles W.A. Bott January 10, 2006 20,000 53.00 131.68 20,000 0 Richard M. Campbell-Breeden January 10, 2006 9,549 53.00 131.50 9,549 0 Edward K. Eisler January 10, 2006 50,000 78.87 131.50 50,000 0 Maykin Ho January 10, 2006 8,276 53.00 131.83 8,276 0 George N. Mattson January 10, 2006 3,000 53.00 132.50 3,000 0 George N. Mattson January 10, 2006 3,000 53.00 131.50 3,000 0 Ivan Ross January 10, 2006 2,832 53.00 131.50 2,832 0 Pablo J. Salame January 10, 2006 489 82.88 131.91 489 0 Pablo J. Salame January 10, 2006 3,150 78.87 131.48 0 3,150(6) Pablo J. Salame January 10, 2006 10,000 78.87 131.90 10,000 0 Pablo J. Salame January 10, 2006 10,000 78.87 132.20 10,000 0 Greg W. Tebbe January 10, 2006 5,000 91.61 131.86 5,000 0 Greg W. Tebbe January 10, 2006 10,891 91.61 131.98 10,891 0 Eiji Ueda January 10, 2006 15,984 78.87 130.40 15,984 0
- ---------- 6 This transaction was a cash-for-stock exercise, not a cashless exercise. -24-
STRIKE SALES NUMBER NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - --------------------------- ---------------- --------- ------ ------ --------- --------- Elisha Wiesel January 10, 2006 7,872 78.87 130.25 7,872 0 Elisha Wiesel January 10, 2006 8,148 91.61 130.25 8,148 0 Paolo Zannoni January 10, 2006 3,245 78.87 130.05 3,245 0 Paolo Zannoni January 10, 2006 4,288 78.87 130.05 4,288 0 Paolo Zannoni January 10, 2006 4,362 82.88 130.05 4,362 0 Paolo Zannoni January 10, 2006 5,334 82.88 130.25 5,334 0 Paolo Zannoni January 10, 2006 9,113 91.61 130.25 9,113 0 Paolo Zannoni January 10, 2006 11,131 91.61 130.25 11,131 0 Anthony H. Carpet January 11, 2006 2,946 78.87 131.75 2,293 653 Anthony H. Carpet January 11, 2006 9,696 82.88 131.74 7,686 2,010 Gordon E. Dyal January 11, 2006 27,573 78.87 131.66 27,573 0 Gordon E. Dyal January 11, 2006 81,225 91.61 131.66 81,225 0 John A. Mahoney January 11, 2006 4,613 78.87 131.66 4,613 0 George N. Mattson January 11, 2006 4,094 53.00 133.50 4,094 0 Kevin A. Quinn January 11, 2006 14,768 53.00 132.57 14,768 0 Katsunori Sago January 11, 2006 7,000 78.87 132.99 7,000 0 Richard G. Sherlund January 11, 2006 6,000 78.87 132.56 4,592 1,408 Richard G. Sherlund January 11, 2006 17,712 78.87 132.51 17,712 0 Ravi M. Singh January 11, 2006 10,000 53.00 132.86 10,000 0 Jon A. Woodruff January 11, 2006 10,000 53.00 131.66 10,000 0 Edward K. Eisler January 12, 2006 15,000 78.87 133.00 15,000 0 Pierre-Henri Flamand January 12, 2006 31,437 78.87 132.12 23,994 7,443 Celeste A. Guth January 13, 2006 5,000 53.00 133.23 5,000 0 Anthony J. Noto January 13, 2006 14,694 82.88 132.81 14,694 0 Anthony J. Noto January 13, 2006 17,916 78.87 132.78 17,916 0 Pablo J. Salame January 13, 2006 10,000 78.87 133.26 10,000 0 Gary B. Schermerhorn January 13, 2006 4,740 82.88 133.05 4,740 0 Gary B. Schermerhorn January 13, 2006 10,914 78.87 133.01 10,914 0 Yusuf A. Aliredha January 17, 2006 2,033 82.88 131.14 2,033 0 Yusuf A. Aliredha January 17, 2006 4,795 82.88 131.24 4,795 0 Yusuf A. Aliredha January 17, 2006 7,475 78.87 131.24 7,475 0 Yusuf A. Aliredha January 17, 2006 14,305 78.87 131.17 14,305 0 Charles G.R. Manby January 17, 2006 30,000 53.00 130.65 30,000 0 Daniel L. Dees January 18, 2006 3,525 78.87 132.10 3,525 0 Toshinobu Kasai January 18, 2006 11,253 78.87 131.08 11,253 0 Carsten Kengeter January 18, 2006 1,082 82.88 131.06 1,082 0 Carsten Kengeter January 18, 2006 16,860 91.61 131.08 16,860 0 Josephine Linden January 18, 2006 7,833 53.00 132.06 7,833 0 Marcus Schenck January 18, 2006 4,000 53.00 132.24 4,000 0 Stephen S. Trevor January 18, 2006 2,463 78.87 132.49 2,463 0 Stephen S. Trevor January 18, 2006 11,172 91.61 132.39 11,172 0 Yoel Zaoui January 18, 2006 8,261 78.87 131.08 8,261 0 Yoel Zaoui January 18, 2006 11,587 78.87 131.08 11,587 0 Yoel Zaoui January 18, 2006 15,816 82.88 131.08 15,816 0 Yoel Zaoui January 18, 2006 18,183 82.88 131.08 18,183 0 Yoel Zaoui January 18, 2006 22,667 91.61 131.08 22,667 0 Yoel Zaoui January 18, 2006 30,587 91.61 131.08 30,587 0 Stacy Bash-Polley January 19, 2006 7,300 91.61 134.25 7,300 0 Stacy Bash-Polley January 19, 2006 18,264 78.87 134.28 18,264 0 Stuart N. Bernstein January 19, 2006 2,000 53.00 134.00 2,000 0
-25-
STRIKE SALES NUMBER NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - --------------------------- ---------------- --------- ------ ------ --------- --------- Stuart N. Bernstein January 19, 2006 2,000 53.00 134.61 2,000 0 Stuart N. Bernstein January 19, 2006 2,000 53.00 133.89 2,000 0 Craig W. Broderick January 19, 2006 12,263 53.00 133.80 12,263 0 Edward K. Eisler January 19, 2006 15,173 78.87 133.33 15,173 0 Vishal Gupta January 19, 2006 246 82.88 133.50 246 0 Vishal Gupta January 19, 2006 5,124 91.61 133.50 5,124 0 Vishal Gupta January 19, 2006 14,295 78.87 133.50 14,295 0 Ryan D. Limaye January 19, 2006 9,515 53.00 134.54 9,515 0 Audrey A. McNiff January 19, 2006 5,000 53.00 134.54 5,000 0 David C. Ryan January 19, 2006 11,875 53.00 132.72 11,875 0 Katsunori Sago January 19, 2006 6,573 78.87 133.99 6,573 0 Katsunori Sago January 19, 2006 8,000 91.61 134.69 8,000 0 Pablo J. Salame January 19, 2006 10,000 78.87 133.90 10,000 0 Pablo J. Salame January 19, 2006 12,431 78.87 134.48 12,431 0 Neil Z. Auerbach January 20, 2006 19,074 78.87 133.30 19,074 0 Christopher M. Barter January 20, 2006 2,262 78.87 132.73 2,262 0 Christopher M. Barter January 20, 2006 2,475 82.88 132.86 2,475 0 Christopher M. Barter January 20, 2006 5,271 78.87 132.86 5,271 0 Christopher M. Barter January 20, 2006 5,916 82.88 132.86 5,916 0 James R. Garvey January 20, 2006 972 82.88 132.11 972 0 James R. Garvey January 20, 2006 1,680 82.88 132.11 1,680 0 James R. Garvey January 20, 2006 2,355 91.61 132.11 2,355 0 James R. Garvey January 20, 2006 2,947 78.87 132.11 2,947 0 James R. Garvey January 20, 2006 4,432 91.61 132.11 4,432 0 James R. Garvey January 20, 2006 6,278 78.87 132.11 6,278 0 Timothy M. Kingston January 20, 2006 5,000 53.00 132.11 5,000 0 Mark E. McGoldrick January 20, 2006 29,869 78.87 131.38 29,869 0 Mark E. McGoldrick January 20, 2006 74,000 78.87 131.35 74,000 0 Jeffrey M. Moslow January 20, 2006 5,000 53.00 133.45 5,000 0 Andrea Ponti January 20, 2006 38,317 53.00 133.47 38,317 0 John J. Rafter January 20, 2006 5,300 53.00 133.01 5,300 0 John J. Rafter January 20, 2006 6,313 53.00 133.01 6,313 0 John J. Rafter January 20, 2006 8,387 53.00 133.07 8,387 0 Marcus Schenck January 20, 2006 4,000 53.00 132.11 4,000 0 Ravi Sinha January 20, 2006 23,139 53.00 132.11 23,139 0 Neil Z. Auerbach March 15, 2006 5,000 91.61 147.96 5,000 0 Stuart N. Bernstein March 15, 2006 2,000 53.00 148.10 2,000 0 Stuart N. Bernstein March 15, 2006 4,600 53.00 148.19 4,600 0 Charles W.A. Bott March 15, 2006 23,330 53.00 148.19 23,330 0 Matthew H. Cyzer March 15, 2006 397 78.87 148.10 397 0 Suzanne O. Donohoe March 15, 2006 4,218 82.88 148.10 4,218 0 Suzanne O. Donohoe March 15, 2006 15,204 91.61 148.19 15,204 0 Suzanne O. Donohoe March 15, 2006 15,984 78.87 148.19 15,984 0 Suzanne O. Donohoe March 15, 2006 33,153 53.00 148.19 33,153 0 Jana Doty March 15, 2006 18,230 53.00 148.60 18,230 0 Christopher G. French March 15, 2006 19,848 78.87 148.49 19,848 0 Christopher G. French March 15, 2006 33,999 82.88 147.74 25,207 8,792 Christopher G. French March 15, 2006 56,362 91.61 148.50 43,669 12,693 Gary T. Giglio March 15, 2006 11,496 53.00 148.19 11,496 0
-26-
STRIKE SALES NUMBER NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - --------------------------- ---------------- --------- ------ ------ --------- --------- James S. Golob March 15, 2006 12,000 53.00 148.81 12,000 0 David J. Greenwald March 15, 2006 9,046 53.00 148.19 9,046 0 A. John Hass March 15, 2006 37,500 53.00 148.19 37,500 0 Bruce A. Heyman March 15, 2006 10,000 53.00 148.19 10,000 0 John J. Lauto March 15, 2006 2,706 78.87 148.10 2,706 0 George C. Lee March 15, 2006 2,463 78.87 148.10 2,463 0 George C. Lee March 15, 2006 4,899 91.61 148.19 4,899 0 John A. Mahoney March 15, 2006 4,612 78.87 149.10 4,612 0 John A. Mahoney March 15, 2006 7,347 82.88 148.68 7,347 0 John A. Mahoney March 15, 2006 10,122 91.61 148.87 10,122 0 J. Ronald Morgan III March 15, 2006 3,381 78.87 148.10 3,381 0 J. Ronald Morgan III March 15, 2006 4,074 91.61 148.10 4,074 0 J. Ronald Morgan III March 15, 2006 4,479 82.88 148.10 4,479 0 Jeffrey P. Nedelman March 15, 2006 5,262 82.88 148.10 5,262 0 Jonathan S. Sobel March 15, 2006 18,700 78.87 149.21 14,107 4,593 Jonathan S. Sobel March 15, 2006 51,368 78.87 149.09 51,368 0 Michael A. Troy March 15, 2006 19,848 78.87 148.13 19,848 0 Michael A. Troy March 15, 2006 24,275 91.61 148.15 24,275 0 Jon A. Woodruff March 15, 2006 2,463 78.87 148.10 2,463 0 W. Thomas York, Jr. March 15, 2006 5,000 53.00 148.31 5,000 0 Neil Z. Auerbach March 16, 2006 2,000 91.61 147.67 2,000 0 Neil Z. Auerbach March 16, 2006 2,000 91.61 149.00 2,000 0 Joseph P. DiSabato March 16, 2006 2,463 78.87 149.00 2,463 0 Joseph P. DiSabato March 16, 2006 16,305 82.88 149.00 16,305 0 Justin G. Gmelich March 16, 2006 7,151 53.00 149.00 7,151 0 James S. Golob March 16, 2006 5,000 53.00 147.68 5,000 0 Robert C. Jones March 16, 2006 2,500 78.87 149.11 2,500 0 Robert C. Jones March 16, 2006 2,500 78.87 149.10 2,500 0 Robert C. Jones March 16, 2006 3,000 78.87 149.05 3,000 0 Robert C. Jones March 16, 2006 3,000 78.87 148.94 3,000 0 Robert C. Jones March 16, 2006 4,500 78.87 147.74 4,500 0 Robert C. Jones March 16, 2006 4,500 78.87 147.74 4,500 0 Robert C. Jones March 16, 2006 11,437 78.87 149.11 11,437 0 Audrey A. McNiff March 16, 2006 2,000 53.00 149.01 2,000 0 David B. Philip March 16, 2006 6,828 82.88 147.84 6,828 0 Ivan Ross March 16, 2006 1,045 82.88 148.00 1,045 0 Jeffrey W. Schroeder March 16, 2006 17,916 78.87 149.00 17,916 0 Ravi M. Singh March 16, 2006 11,784 82.88 149.07 11,784 0 Neil Z. Auerbach March 17, 2006 2,000 91.61 149.50 2,000 0 Neil Z. Auerbach March 17, 2006 2,000 91.61 149.95 2,000 0 Neil Z. Auerbach March 17, 2006 2,204 91.61 151.03 2,204 0 Jana Doty March 17, 2006 13,381 53.00 150.95 13,381 0 Gary T. Giglio March 17, 2006 10,000 53.00 150.00 10,000 0 James S. Golob March 17, 2006 5,000 53.00 150.89 5,000 0 Douglas C. Grip March 17, 2006 121,418 53.00 150.00 121,418 0 Robert C. Jones March 17, 2006 3,000 82.88 149.50 3,000 0 Robert C. Jones March 17, 2006 3,000 82.88 149.49 3,000 0 Robert C. Jones March 17, 2006 3,000 91.61 149.96 2,325 675 Robert C. Jones March 17, 2006 3,500 91.61 149.80 2,713 787 Robert C. Jones March 17, 2006 3,696 82.88 149.40 3,696 0 Robert C. Jones March 17, 2006 3,696 91.61 149.78 2,865 831 Robert C. Jones March 17, 2006 4,000 91.61 149.69 3,101 899
-27-
STRIKE SALES NUMBER NUMBER NUMBER OF PRICE PRICE OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS (IN $) (IN $) SOLD RETAINED - --------------------------- ---------------- --------- ------ ------ --------- --------- John J. Lauto March 17, 2006 1,000 82.88 151.43 1,000 0 Ryan D. Limaye March 17, 2006 13,086 82.88 150.48 13,086 0 Audrey A. McNiff March 17, 2006 2,000 53.00 150.00 2,000 0 Audrey A. McNiff March 17, 2006 2,000 53.00 151.00 2,000 0 Ivan Ross March 17, 2006 1,500 82.88 150.58 1,500 0 J. Michael Sanders March 17, 2006 10,000 78.87 148.25 10,000 0 Steve M. Scopellite March 17, 2006 17,250 53.00 149.75 17,250 0 Ravi M. Singh March 17, 2006 7,715 91.61 151.05 7,715 0 Matthew C. Westerman March 17, 2006 1,284 82.88 150.60 1,284 0 Matthew C. Westerman March 17, 2006 2,220 82.88 150.72 1,632 588 Matthew C. Westerman March 17, 2006 5,265 78.87 150.57 5,265 0 Jon A. Woodruff March 17, 2006 7,089 82.88 148.25 7,089 0 W. Thomas York, Jr. March 17, 2006 5,000 53.00 149.64 5,000 0 W. Thomas York, Jr. March 17, 2006 5,000 53.00 150.00 5,000 0 Dorothee Blessing March 20, 2006 4,740 82.88 149.83 4,740 0 Richard J. Bronks March 20, 2006 39,969 82.88 151.38 39,969 0 Richard J. Bronks March 20, 2006 55,581 78.87 151.51 55,581 0 Michael L. Dweck March 20, 2006 4,500 53.00 152.00 4,500 0 Michael P. Esposito March 20, 2006 8,652 82.88 151.47 8,652 0 Michael P. Esposito March 20, 2006 9,225 78.87 150.96 9,225 0 Stephen C. Fitzgerald March 20, 2006 40,998 53.00 149.83 40,998 0 Robert R. Gheewalla March 20, 2006 2,500 82.88 151.39 2,500 0 Robert Howard March 20, 2006 1,785 82.88 151.79 1,785 0 Robert Howard March 20, 2006 4,032 91.61 151.68 3,138 894 Robert Howard March 20, 2006 9,225 78.87 151.69 9,225 0 Audrey A. McNiff March 20, 2006 2,000 53.00 152.00 2,000 0 Ivan Ross March 20, 2006 750 82.88 151.50 750 0 Todd A. Williams March 20, 2006 10,000 53.00 151.65 10,000 0 Jon A. Woodruff March 20, 2006 7,140 91.61 151.65 7,140 0
The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Persons:
COVERED PERSON TRANSFER DATE NUMBER OF SHARES - -------------- ------------- ---------------- Daniel L. Sparks January 11, 2006 200 David B. Heller January 19, 2006 10,800 Ravi Sinha January 19, 2006 80 Linnea K. Conrad January 20, 2006 800 Kevin W. Kennedy January 20, 2006 6,000 Linnea K. Conrad January 23, 2006 20 Duncan L. Niederauer January 24, 2006 650 Duncan L. Niederauer January 25, 2006 200 Duncan L. Niederauer February 6, 2006 50 David J. Greenwald March 15, 2006 150 Greg W. Tebbe March 15, 2006 768 Kevin W. Kennedy March 16, 2006 8,000 C. Howard Wietschner March 20, 2006 100
-28- ANNEX F ITEM 6. DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS OR REPORTING ENTITIES. The following Covered Persons or Reporting Entities have written American-style standardized call options or purchased American-Style standardized put options on Voting Shares with the following terms:
CALL WRITTEN STRIKE OR PUT NUMBER OF PRICE COVERED PERSON PURCHASED SHARES (IN $) MATURITY DATE TRANSACTION DATE - ------------------- ------------- --------- ------- ---------------- ----------------- Milton R. Berlinski Call Written 17,400 145 July 22, 2006 January 19, 2006 Stuart N. Bernstein Call Written 3,000 130 April 22, 2006 January 6, 2006 Stuart N. Bernstein Call Written 2,000 125 April 22, 2006 January 6, 2006 Stuart N. Bernstein Call Written 2,000 135 April 22, 2006 January 6, 2006 Stuart N. Bernstein Call Written 2,000 145 July 22, 2006 January 18, 2006 Stuart N. Bernstein Call Written 1,000 140 July 22, 2006 January 18, 2006 Stuart N. Bernstein Call Written 3,000 150 July 22, 2006 January 19, 2006 Christopher A. Cole Call Written 10,000 140 April 22, 2006 November 24, 2005 Christopher A. Cole Call Written 15,000 150 January 20, 2007 January 13, 2006 Christopher A. Cole Call Written 15,000 150 July 22, 2006 January 19, 2006 John S. Daly Call Written 1,500 135 July 22, 2006 January 18, 2006 John S. Daly Call Written 1,500 140 July 22, 2006 January 18, 2006 John S. Daly Call Written 1,500 145 July 22, 2006 January 18, 2006 Timothy J. O'Neill Call Written 25,000 150 January 20, 2007 January 20, 2006 Timothy J. O'Neill Put Written 25,000 120 January 20, 2007 January 20, 2006 Michael D. Ryan Call Written 25,000 135 January 20, 2007 January 19, 2006 Michael D. Ryan Call Written 10,000 140 July 22, 2006 January 20, 2006 Michael D. Ryan Call Written 10,000 135 April 22, 2006 January 20, 2006 Jeffrey S. Sloan Call Written 2,800 135 April 22, 2006 November 24, 2005
-29- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 27, 2006 By: /s/ Beverly L. O'Toole ------------------------------ Name: Beverly L. O'Toole Title: Attorney-in-Fact -30- EXHIBIT INDEX
Exhibit Description - ------- ----------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). C. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). D. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)). F. Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)). G. Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)). H. Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.). I. Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.). J. Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)). K. Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.). L. Amended and Restated Shareholders' Agreement, effective as of the close of business on June 22, 2004 (incorporated by reference to Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June 22, 2004 (File No. 005-56295)).
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